Terms and conditions

1 Interpretation

1.1 Definitions. In these Terms, the following definitions apply:

Agreement: the agreement between Semantrica and the Customer for the supply of the Services which shall be made up of the documents set out in clause 2.

Authorised User: the person who has successfully completed the Authentication Process and is therefore authorised by the Customer to manage the Services on the Customer's behalf.

Authentication Fee: the authentication fee set out on the Site.

Authentication Process: the authentication process to be completed by the Proposed Authorised User to become an Authorised User..
Branding: the names "Semantrica", "Tiscreport", "Tiscreport.org", “Project Vana” and all other names, logos and branding which appear anywhere on the Site or on any Site Materials.

Charges: the Authentication Fee, the Subscription Fee and the Administrative Fee.

Customer: the business subscribed to receive the Services from Semantrica.

Confidential Information: Any information disclosed by the Customer to Semantrica, or to which Semantrica gains access, in connection with the use of the Services, which is of a confidential nature including, but not limited to, trade secrets, proprietary information, customer lists, pricing information, business strategies, financial data, operational processes, technical information, and any other information that should reasonably be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of Semantrica; (b) is in possession of Semantrica without restriction in relation to disclosure before the date of receipt from the Customer; (c) is independently developed by Semantrica without access to or use of such information; or (d) is rightfully received from a third party without a duty of confidentiality.

Force Majeure Event: an event beyond Semantrica's reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving Semantrica's workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our subcontractors.

Initial Subscription: the period of 12 months from the date the Customer first receives the Services.
Insolvency Event: an event where: the relevant party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; the relevant party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the relevant party; an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the relevant party; the holder of a qualifying floating charge over the assets of the relevant party has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over all or any of the assets of the relevant party or a receiver is appointed over all or any of the assets of the relevant party; the relevant party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or the relevant party suffers any similar event in any jurisdiction.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Compliance Statement: the documents uploaded onto the Site to meet compliance obligations within their jurisdiction.

Proposed Authorised User: any person who starts the Authentication Process to become an Authorised User.

Proprietary Data: Proprietary Data refers to all data, content, and information that is uniquely created, compiled, or generated by Semantrica as part of its Services. This includes but is not limited to:

• Compiled Compliance Databases: Aggregated and systematically organised information about various organisations' compliance statements, including associated details such as applicable financial years and types of documents.
• MSA Audit Results: Analytical results and assessments conducted on compliance statements in relation to legislative requirements, which represent Semantrica's intellectual analysis and interpretation.
• Extracted Data and Textual Analysis: Specific information, insights, or data points extracted from compliance statements, including textual analysis, thematic categorization, and derived analysis.
• Proprietary Methodologies and Algorithms: Unique methods, processes, algorithms, or systems developed for processing, analysing, and presenting compliance data.
• Custom Reports and Analyses: Customised reports or analyses prepared for customers based on the collated data, MSA audit results, or extracted information.
• Aggregated Statistics and Insights: Statistical compilations or insights derived from Semantrica’s database, providing unique perspectives or understandings.

Proprietary Data is the exclusive property of Semantrica and is protected under applicable intellectual property laws. The use of Proprietary Data by customers is subject to the terms and conditions set forth in this Agreement.

Renewal Subscription: as defined in clause 16.1.

Semantrica: Semantrica Limited, a company registered in England and Wales under company number 09001464 and whose registered office at 28 Broad Street, Bristol, BS1 2HG.

Services: the services the Customer has subscribed to receive from Semantrica via the Sites which allow the Customer to upload its compliance Statement onto the Site.

Site: the website at https://tiscreport.org, https://auth.tisc.io, https://projectvana.org, https://techfund.tiscreport.org/, https://insights.tiscreport.org/ or such other websites as Semantrica may nominate from time to time.

Site Content: the content of the Site from time to time, including without limitation all graphics, data, information and code within the Site from time to time.

Site Materials: the files, reports, databases, documents and materials made available from the Site from time to time.

Subscription: the Customer's subscription to access and use the Services.

Subscription Fee: the subscription fee set out on the Site.

Terms: the terms and conditions set out in this document (as amended from time to time in accordance with clause 18.8).

Subscription Period: the period of the Initial Subscription plus any Renewal Subscription.

User Account: the user account set up by the Proposed Authorised User as part of the process for subscribing for the Services.

1.2 Construction. In these Terms, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its  successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under it;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written excludes faxes but includes e-mails.

2 The agreement

2.1 The Agreement between Semantrica and the Customer for the supply of the Services shall be made up of the following documents:
2.1.1 these Terms;
2.1.2 Semantrica's website terms of use https://tiscreport.org/website-terms-of-use and
2.1.3 Semantrica's privacy policy https://tiscreport.org/privacy-policy.
2.2 In the event of any conflict between the documents referred to at clause 2.1, these Terms shall take precedence followed by Semantrica's website terms of use and Semantrica's privacy policy.

3 Branding

3.1 The Customer acknowledges and agrees that Semantrica owns the Branding and all Intellectual Property Rights in the Branding and that the Customer does not have any rights to use the Branding for any purpose without Semantrica's prior written consent.

5 Right to use the services

5.1 Semantrica grants the Customer, subject to this Agreement, a non-exclusive, non-transferable, non-sub-licensable right to permit the Authorised User to access and use the Services for the duration of the Subscription Period.
5.2 In relation to the Authorised User, the Customer undertakes that:
5.2.1 it will ensure that the Authorised User keeps all usernames and passwords to access and use the Services strictly confidential; and
5.2.2 it will notify Semantrica immediately if the Authorised User ceases to be employed or engaged by the Customer.
5.3 The Customer shall be liable for the acts and omissions of its Authorised User as if they were the Customer's own.
5.4 Acknowledgment and Consent: By registering an account and subscribing to the Services, the Authorised User and the Customer acknowledge their intention to use the Services provided by Semantrica and agree to the payment obligations arising from such subscription. The Customer and Authorised User confirm their acceptance of these Terms, including the invoicing and payment terms, by checking a box or taking a similar action as part of the registration process. This action serves as explicit consent to these Terms and an understanding of the obligation to pay for the Services as invoiced by Semantrica.

6 Acceptable use

6.1 The Customer shall use the Services for the sole purpose of sharing compliance documents and monitoring companies (including suppliers, buyers, funders, investment portfolios etc).
6.2 Without prejudice to the generality of clause 6.1, the Customer shall not use the Services to:
6.2.1 upload any documents on to the Site except for the Customer's own compliance documents;

7 Compliance Statements

7.1 The Customer warrants and represent to Semantrica on an ongoing basis that:
7.1.1 the Customer's Compliance Statements are accurate and complete;
7.1.2 the Customer's Compliance Statement represents a true and accurate picture of the steps the Customer has taken to ensure that slavery and human trafficking is not taking place in its business or in any of its supply chains and do not contain any misleading statements or omissions;
7.1.3 if the Customer's compliance Statement contains opinions, those opinions are genuinely held and are clearly marked as opinions; and
7.1.4 the Customer's compliance Statement does not infringe the Intellectual Property Rights of any third party.
7.2 The Customer's compliance Statement shall not:
7.2.1 contain any material which is in any way offensive or defamatory;
7.2.2 give the impression that the Customer's compliance Statement, or any of its contents have been approved by Semantrica;
7.2.3 give the impression that the Customer's compliance Statement, or any of its contents have been approved by any third party, if that is not the case; or
7.2.4 misrepresent the Customer's identity or the Customer's affiliation or relationship with Semantrica or any third party.
7.3 The Customer may update its compliance Statements on the Site on an unlimited basis. However, Semantrica reserves the right that its automated systems or administrators may update meta data for statements, or display an alternative statement if they are more confident in the correctness of that alternative statement.
7.4 The Customer shall be solely responsible for keeping a back-up copy of its compliance Statement. Therefore, subject to clause 15.1, Semantrica shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss or damage to the Customer's compliance Statement.
7.5 Semantrica shall be entitled to retain a copy of each compliance Statement the Customer uploads on to the Site.

8 Supply of services

8.1 Semantrica will supply the Services:
8.1.1 in accordance with the terms of this Agreement; and
8.1.2 using reasonable care and skill and in accordance with all applicable laws.
8.2 Semantrica reserves the right to make changes, modifications and alterations to the Site and the Services or to add or withdraw features and materials from the Site and the Services, either temporarily or permanently, without notice provided that they do not materially adversely affect the Site and the Services.
8.3 Semantrica does not check the compliance Statements uploaded onto the Site. It is the Customer's sole responsibility to make sure that its compliance Statement is fit for purpose, accurate and complete.

9 Intellectual property rights

9.1 As between Semantrica and the Customer, all Intellectual Property Rights in the Customer's compliance Statement shall be owned exclusively by the Customer. The Customer grants Semantrica a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferrable, sub-licensable licence to use, copy, reproduce, publish,  distribute, display, analyse, create derivative works from, combine with other works, translate and disclose the Customer's compliance Statement in any form, medium or technology in whole or in part for the purposes of:
9.1.1 providing the Customer with the Services;
9.1.2 displaying the compliance Statement on the Site;
9.1.3 generating reports, statements and other documents;
9.1.4 carrying out analysis and analytics;
9.1.5 identifying trends and patterns in slavery and human trafficking;
9.1.6 identifying countries, territories, sectors and supply chains at risk of slavery and human trafficking;
9.1.7 raising awareness of slavery and human trafficking worldwide;
9.1.8 tackling slavery and human trafficking worldwide;
9.1.9 sharing information with Unseen (UK) and other charitable and non-charitable organisations for any of the above purposes; and
9.1.10 providing other services to Semantrica's customers and prospective customers.
9.2 Subject to clause 9.1, as between Semantrica and the Customer, Semantrica owns all Intellectual Property Rights in:
9.2.1 the Site;
9.2.2 the Services;
9.2.3 the Site Content;
9.2.4 the Site Materials; and
9.2.5 the Proprietary Data.
9.3 If the Customer downloads or prints any Site Content or Site Materials:
9.3.1 the Customer will own the Medium on which the Site Content or Site Materials are stored; and
9.3.2 Semantrica will own all Intellectual Property Rights in the Site Content and Site Materials.
9.4 Subject to these Terms, the Customer does not have any rights in or to the Site, the Site Content, the Site Materials, the Proprietary data, or the Services.

10 Data Protection

10.1 Semantrica shall at all times comply fully with its obligations under the General Data Protection Regulation (GDPR) (EU) 2016/679 and the Data Protection Act 2018, as well as any other applicable data protection laws and regulations.
10.2 The Customer warrants and represents to Semantrica on an ongoing basis that all personal data provided to Semantrica under this Agreement:
10.2.1 is accurate, up-to-date, and complete;
10.2.2 has been obtained and shared in compliance with all applicable data protection laws and regulations;
10.2.3 is accompanied by all necessary data subject consents, where required, ensuring such consents meet the requirements of GDPR in terms of being informed, specific, freely given, and unambiguous.
10.3 Semantrica will process personal data received under this Agreement only for the purposes of providing the Services outlined in this Agreement, and in accordance with the lawful bases for processing as set out in the GDPR.
10.4 Semantrica will take appropriate technical and organisational measures to ensure the security of personal data, as required under Article 32 of the GDPR, and will report any personal data breaches to the relevant supervisory authority and the Customer in compliance with GDPR requirements.
10.5 Both Semantrica and the Customer agree to cooperate and assist each other in ensuring compliance with their respective obligations under data protection laws, including but not limited to responding to data subject access requests, data portability requests, and managing data breaches.
10.6 This clause shall survive the termination or expiry of this Agreement.

11 Charges and payment

11.1 The Customer shall pay Semantrica:
11.1.1 the Subscription Fee for the Initial Subscription and for each Renewal Subscription annually in advance.
11.3 Semantrica will add VAT to the Charges at the prevailing rate.
11.4 Semantrica reserves the right to increase the Subscription Fee and the Administrative Fee with effect from the start of each Renewal Subscription. Semantrica will give the Customer at least 30 days' notice of any increase in the Subscription Fee or the Administrative Fee.
11.5 If the Customer fails to make any payment due to Semantrica by the due date for payment, then:
11.5.1 Semantrica may suspend the Customer's and its Authorised User's rights to access and use the Services until payment is received in full; and
11.5.2 The Customer shall pay Semantrica interest on the overdue amount at the rate of 4% per cent per annum above Bank of England's base rate from time to time.
11.6 The Authentication Fee, Subscription Fee and Administrative Fee are strictly non-refundable even if Semantrica removes the Customer's compliance Statement from the Site or terminates the Customer's and/or its Authorised User's rights to access and use the Services.
11.7 The Customer shall pay Semantrica all amounts due to Semantrica in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
11.8 Payment Obligation Acknowledgment: The Customer acknowledges that upon signing up for the Services and receiving an invoice, they are obligated to fulfill the payment in accordance with the invoicing terms stated herein. Failure to make the required payment constitutes a breach of these Terms, irrespective of the method of sign-up or receipt of invoice.
11.9 Dispute Resolution and Cancellation Policy: In the event of a dispute regarding the Services or charges, the Customer agrees to notify Semantrica within a specified period from the date of invoice issuance, detailing the nature of the dispute. The Customer and Semantrica shall attempt to resolve the dispute through mutual negotiations. The Customer also has the right to cancel their subscription by following the cancellation process outlined in Clause 16. Cancellation does not waive the Customer's obligation to pay any outstanding invoices incurred before the cancellation date.

12 Indemnity

12.1 The Customer agrees to indemnify Semantrica for any claims, costs, damages or expenses (including legal expenses) Semantrica incurs as a result of the Customer's breach of clauses 6.1, 6.2, 7.1, 7.2or 10.2.

13 Data Usage

13.1 The Services provided by Semantrica allow subscribed users to upload lists of organisations and access various compliance-related data and aggregated statistics for these organisations. This data may be downloaded in spreadsheet format as part of the Services.
13.2 The Customer acknowledges that all data, including compliance data and reports provided by Semantrica, are for internal use within the Customer's organisation only and shall not be used for any commercial purposes, including resale or redistribution, without Semantrica's prior written consent.
13.3 Data Accuracy and Limitations
13.3.1 Semantrica endeavours to ensure that the data provided through the Services, including data generated automatically, updated or corrected by our experts, or entered by organisations and their users, is accurate and reliable to the best of our abilities. However, Semantrica provides this data on an "as-is" and "as-available" basis.
13.3.2 While we strive for accuracy, Semantrica does not warrant or guarantee that the data will be free from errors, inaccuracies, or omissions. Users of our Services acknowledge and agree that there may be instances of incorrect or incomplete data, and agree to exercise their own discretion and due diligence in their reliance and use of the data provided.
13.3.3 Semantrica shall not be liable for any errors, inaccuracies, or omissions in the data, nor for any actions taken in reliance on the data. Users are encouraged to verify the data independently, especially when making critical decisions based on the information provided through our Services.

14 Licensing of Reports

14.1 Semantrica may, at its discretion, or through use of the website, provide customised reports to Customers, including non-subscribing customers, for a fee or as part of the Subscription. These reports are subject to the following terms:
14.1.1 The report and any data contained therein are licensed to the Customer for internal business use only.
14.1.2 The Customer is not permitted to resell, distribute, or publicly share the report or any of its contents, except as explicitly permitted through features provided on Semantrica's website.
14.1.3 Any public disclosure, sharing, or dissemination of the contents of the report must credit Semantrica as the source of the data.
14.2 Breach of the terms in this clause may result in immediate termination of access to the Services and legal action to enforce the terms of this Agreement, along with any applicable damages.
14.3 This clause shall survive the termination or expiry of this Agreement.

15 Limitation of liability

15.1 Nothing in this Agreement shall limit or exclude Semantrica's liability for:
15.1.1 death or personal injury caused by Semantrica's negligence;
15.1.2 fraud or fraudulent misrepresentation; or
15.1.3 any other liability to the extent it cannot be lawfully limited or excluded.
15.2 Subject to clause 15.1:
15.2.1 Semantrica shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following which arise under or in connection with the Agreement:
(a)  loss of profit;
(b) loss of sales;
(c)  loss of business;
(d) loss of revenue;
(e) loss of anticipated savings;
(f)  loss of business opportunity;
(g)  loss of or damage to goodwill or reputation; or
(h) indirect or consequential loss or damage;
15.2.2 Semantrica's total liability to the Customer in respect of all other losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement, shall in no circumstances exceed the total Charges paid by the Customer to Semantrica in the previous 12 months.

16 Term and termination

16.1 The Customer may access and use the Services for the Initial Subscription. At the end of the Initial Subscription, the Customer's Subscription shall, unless terminated in accordance with the terms of this Agreement, automatically renew for successive periods of equal duration as the Initial Subscription (Renewal Subscription).
16.2 Either party may terminate the Customer's Subscription by giving the other party not less than 3 months' written notice such notice to expire at the end of the Initial Subscription or a Renewal Subscription.
16.3 The Customer may terminate the Customer's Subscription with immediate effect by giving Semantrica written notice if:
16.3.1 Semantrica commits a material breach of the Agreement and (if such a breach is remediable) Semantrica fails to remedy the breach within 14 days of being notified by the Customer in writing to do so; or
16.3.2 Semantrica suffers an Insolvency Event.
16.4 Semantrica may terminate the Customer's Subscription with immediate effect by giving the Customer written notice if:
16.4.1 the Customer breaches any of these Terms; or
16.4.2 the Customer suffers an Insolvency Event.
16.5 Termination due to Changes in Terms
16.5.1 In the event of a significant change to these Terms as described under Clause 19.8, the Customer may terminate their Subscription by providing written notice to Semantrica within 30 days of receiving notice of the changes.
16.5.2 Upon termination under this clause, the Customer will be entitled to a prorated refund of any Subscription Fees paid in advance for the period following the effective date of termination.
16.6 Service Activation and Usage Logs: Semantrica maintains logs of user activity and service usage. Activation of the Customer's subscription is contingent upon the Customer's acceptance of these Terms, including acknowledgment of payment obligations. Continued use of the Services after activation reaffirms the Customer's consent to these Terms and any subsequent amendments.
16.7 Modification of Terms and Continuation of Service: Semantrica reserves the right to modify these Terms at any time. Customers will be notified of significant changes, and continued use of the Services following such notifications constitutes acceptance of the new terms. If the Customer does not agree to the new terms, they must cease using the Services and follow the cancellation process outlined herein.

17 Consequences of termination

17.1 On termination of the Customer's Subscription for any reason:
17.1.1 The Customer shall make no further use of the Services;
17.1.2 Semantrica will disable the Customer's and its Authorised User's access to the Services;
17.1.3 the Customer must immediately pay Semantrica all outstanding Charges;
17.1.4 Semantrica may remove the Customer's compliance Statements from the Site and stop displaying them on the Site (although Semantrica is not under an obligation to do so);
17.1.5 the perpetual licence granted by the Customer to Semantrica under clause 9.1shall continue in full force and effect;
17.1.6 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected; and
17.1.7 the following clauses shall continue in full force and effect: 3, 7.1, 7.2, 7.4, 7.5, 9, 13.2, 14, 15, 17 and 18.

18 Academic Licence

18.1 Grant of License and Fees
18.1.1 Semantrica offers an Academic Licence to academic institutions for the use of its data in academic research, subject to the payment of a fee. This fee covers the costs of data extraction and the licensing rights for the specified research project.
18.2 Use of Data
18.2.1 The data provided under the Academic License may be used solely for the specified research project at the academic institution and should not be used for commercial purposes or outside the scope of the defined research.
18.2.2 The academic institution and its researchers agree to use the data responsibly and in compliance with all applicable academic standards and data protection laws.
18.3 Publication and Attribution
18.3.1 In the event of publication or public sharing of research findings derived from the use of Semantrica’s data, the academic institution is required to include a clear citation to the use of TISCreport (Semantrica tradename) along with the URL (https://www.tiscreport.org)  as the data source in such publication or sharing, and such citation must be made in any directly derivative work.
18.3.2 All publications or presentations involving data provided under the Academic License must be shared with Semantrica.
18.4 Termination of License.
18.4.1 Semantrica reserves the right to terminate the Academic License if the terms of this clause are violated or if the data is used in a manner that is deemed inappropriate or harmful.
18.4.2 Upon termination of the Academic License, the academic institution must cease using the data and delete or return any copies of the data held.
18.5 Survival
18.5.1 This clause shall survive the termination or expiry of the Academic License.

19 General

19.1 Semantrica shall not be liable to the Customer as a result of any delay or failure to perform Semantrica's obligations under this Agreement as a result of a Force Majeure Event.
19.2 Semantrica may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Semantrica's rights or obligations under this Agreement. The Customer shall not, without Semantrica's prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of the Customer's rights or obligations under this Agreement.
19.3 Any notice or communication Semantrica gives the Customer shall be in writing and sent to the Customer's main business address or to the email address the Customer gave Semantrica when the Customer subscribed for the Services (or to any updated email address notified to Semantrica in accordance with clauses 18.3and 18.4). Any notice or communication the Customer gives Semantrica shall be in writing and sent to Semantrica's registered office.
19.4 Any notice or communication Semantrica gives the Customer shall be deemed to have been received on the date it is posted or communicated to the Customer. Any notice or communication the Customer gives Semantrica shall be deemed to have been received on the date it is actually received by Semantrica.
19.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
19.6 A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
19.7 A person who is not a party to this Agreement shall not have any rights to enforce it.
19.8 Amendment of Terms
19.8.1 Semantrica reserves the right to amend these Terms from time to time to reflect changes in the law, changes in our services, or for other reasons deemed necessary by Semantrica. In the event of such amendments:
- Semantrica will provide reasonable advance notice of any significant changes to these Terms. This notice will be provided through the Site, via email, or through other communication channels used for interacting with the Customers.
- The Customer's continued use of the Services after the effective date of such changes will constitute the Customer's acceptance of and agreement to such changes.
- If the Customer does not agree to the amended Terms, they should discontinue their use of the Services. Continued use of the Services following the notice period will indicate the Customer's acceptance of the updated Terms.
19.8.2 If the Customer does not agree with the changes to the Terms and chooses to discontinue using the Services, they may terminate their Subscription in accordance with Clause 16.5.

19.9 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
19.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

20 Confidentiality

20.1 Obligation of Confidentiality
20.1.1 Semantrica shall maintain the confidentiality of the Customer's Confidential Information and shall not disclose such information to any third party without the prior written consent of the Customer, except as otherwise permitted by this Agreement.
20.2 Permitted Use
20.2.1 Semantrica agrees to use the Confidential Information solely for the purpose of providing the Services under this Agreement.
20.3 Customer's Control of Information
20.3.1 The Customer may choose to share or make public any part of its Confidential Information, including in the form of aggregated statistics or public dashboards. Such disclosure shall be at the sole discretion of the Customer.
20.4 Exclusions
20.4.1 The obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no act or omission of Semantrica; (b) is lawfully received from a third party without restriction and without breach of this Agreement; (c) is independently developed by Semantrica without access to or use of the Customer's Confidential Information.
20.5 Legal Disclosure
20.5.1 If Semantrica is required by law, regulation, or court order to disclose any Confidential Information, it will promptly notify the Customer to give an opportunity to contest the disclosure, unless legally prohibited.
20.6 Survival
20.6.1 The obligations of confidentiality under this clause shall survive the termination or expiry of this Agreement for a period of 5 years.